Don't Get Stuck With a Jersey Contract

Matthew Swyers is the founder of The Trademark Company, a Web-based law firm specializing in protecting the trademark rights of small to medium-size businesses. The company is ranked No. 138 on the 2011 Inc. 500.

Saturday night I went to see Jersey Boys at the Durham Performing Arts Center (DPAC). For anyone not familiar with Jersey Boys it tells the story of Frankie Valli and the Four Seasons from their humble origins as street crooners in New Jersey to the heights of their fame. At one moment in the play the actor playing Frankie Valli is talking about his longstanding relationship with Bob Gaudio, the primary songwriter for the band: all this, the fortune, the fame, and the songs, was done on a handshake 40 years ago. That's what they call a Jersey contract. Now those were the good old days.

Today, however, it is always advisable to get it in writing. One of the first concepts that they introduce you to in Contracts 101 in law school is that if it is not in writing it does not exist. So with all due respect to Valli and Gaudio, today if you are going to enter into an agreement get it in writing. Here's how.

1. Identify the Intent of the Agreement

Every agreement should start with an understanding between the parties as to why an agreement is being reached. Perhaps you want someone to clean your house. Perhaps you want someone to sell you burgers for your restaurant. Perhaps you are forming a band. Whatever the subject you must identify the intent of the agreement and what it hopes to accomplish from the outset.

2. List the Major Terms

This is really the heart of the agreement. Who is going to do what under the agreement? Once you have the intent of the agreement, or the purpose, make sure to set forth the key obligations of the parties who will be signing. For instance, returning to the house cleaning example, the key elements may be when the house will be cleaned, how often, and what is expected to be done. In exchange, payment for said services should be included. If someone is selling you burgers for your restaurant, specify the cost of the burgers, when they are to be delivered, etc. In turn they will specify the terms of payment for the same.

3. Put It In Writing

The most fundamental element of a contract: put it in writing. How many times do we see an "agreement" between persons that results in litigation wherein the parties never reduced the "agreement" to writing. If there is no writing, if and when one party fails to deliver under the agreement you are left with a he said she said battle. Don't let this happen. A writing signed by both contracting parties memorializes an agreement and can prove invaluable in business when enforcing the obligations.